RE 03-28-89.3 1.1 "- ~._f-- A '_iZTl_. _iii//_
File (:ity With A i/eautiltd Future 214-C°ppell'q62-Texas002275019
CONSULTANT CONTRACT
RESOLUTION NO. 032889.3
This contract is made and entered into by and between the CITY OF
COPPELL, a municipal corporation, of Dallas County, Texas, (hereinafter
referred to as "CITY") and MESA Design 0rouD
having one principal, place of business at Z612 Thomas Avenue
Dallas, Texas 75204 ,(hereinafter referred to as "CONSULTANT").
1. PURPOSE
The purpose of this Contract is to state the terms and conditions
under which CONSULTANT shall act as park. design and planning
consultant.
2. DESCRIPTION OF SERVICES
CONSULTANT's services hereunder shall include, but shall not be
limlted to, the following:
A. CONSULTANT shall perform all the services as set forth in the
City's request for proposals attached hereto as Exhibit "A" and
Consultant's proposals of ~r~h l? , 1989 (as
modified) attached hereto as Exhibit "B", both of which are made a part
of this Contract for all purposes; provided, however, should there be
any conflict between the terms of the request for proposals, the
proposal, and the terms of the Contract, the terms of th~ this Contract
shall be final and binding, and the request for proposals shall control
where it conflicts with the proposal.
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B. CONSULTANT shall work closely with the DIRECTOR of the __
Public Works Department or his designee
(herel.after referred to as "DIRECTOR") and appropriate CITY officials
and perform any and all related tasks required by the DIRECTOR in order
to fulfill the purposes of this Contract.
C. CONSULTANT shall deliver all data, reports and documents which
result from its services to the DIRECTOR in such form as is satisfactory
to the DIRECTOR.
3. PERFORMANCE OF SERVICES
CONSULTANT and its employees or associates shall perform all the
serv~[ces under the Contract. CONSULTANT represents that all its
employees or associates who perform services under the Contract shall be
fully qualified and competent to perform the services described in
Section 2.
4. TERM
The term of this Contract shall begin on April 1 , 19 89
CONSULTANT understands and agrees that time is of the essence. Ail
cervices, written reports, and other data are to be completed and
delivered to CITY by the termination date unless an extension of time,
based upon good reasons presented by CONSULTANT, is approved by the
DIRECTOR.
5. PAYMENT FOR SERVICES
In consideration of the professional services to be performed by
CONSULTANT under the terms of the Contract, CITY shall pay CONSULTANT
for services actually performed a fee not to exceed $ N/A ,
~nless other conditions necessitate additional services, which must be
authorized in advance by Cesolution of the City Council. CONSULTANT's
charges for its services are not to exceed similar charges of CONSULTANT
for comparable services to other customers. Payments to CONSULTANT
shall be in the amount shown by the billings and other documentation
submitted and shall be subject to the DIRECTOR's approval. Ail services
shall be performed to the satisfaction of the DIRECTOR, and CITY shall
not be liable for any payment under this Contract for services which are
unsatisfactory and which have not been approved by the DIRECTOR. The
final payment due hereunder will not be paid until the reports, data,
and documents have been received and approved by the DIRECTOR.
6. C]IANGE IN SERVICES
CITY through its DIRECTOR may request, from time to time, changes
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:In t)le scope or focus of the activities, investigations and studies
conducted or to be conducted by CONSULTANT pursuant to the Contract.
Any such change which varies significantly from the scope of services
set out in Section 2 and would entail a significant increase in cost or
expense to CONSULTANT sha].l be mutually agreed on by CONSULTANT and the
DIRECTOR. Changes in the scope, which ~n the opinion of CONSULTANT and
the DIRECTOR would require additional funding by CITY, must first be
authorized in advance by resolutioe of the City Council.
7. CONFIDENTIAL WORK
No reports, information, project evaluation, project designs, data
or any other documentation developed by, given to, prepared by or
assembled by CONSULTANT t~nder this Contract shall be disclosed or made
awtllab]e to any indivi~lual or organization by CONSULTANT without the
express prior written approval of the DIRECTOR.
8. OWNERSHIP OF DOCUMENTS
Upon acceptance or approval by CITY, all reports, information and
otl~er data, given to, prepared or assembled by CONSULTANT under this
Contract, and any other related documents or items shall become the sole
property of CITY and shall be delivered to CITY. CONSULTANT may make
copies of any and all documents for its files.
9. CONSULTANT'S LIABILITY
Approval of CITY sha]l not constitute nor be deemed a release of
the responsibility and liability of CONSULTANT, its employees, agents or
associates for the accuracy and competency for their designs, reports,
information, and other documents or services nor shall approval be
deemed to be the assumption of such responsibility by CITY for any
defect, error or omission in tl~e documents prepared by CONSULTANT, its
employees, agents or associates.
10. INSURANCE REQUIREMENTS
CONSULTANT shall procure, pay for, and maintain during the term of
this Contract, with a company authorized to do business in the State of
Texas and acceptable to CITY, the minimum insurance coverage contained
in Exhibit ~ , attached to and made part of this Contract.
1l. INDEMNITY
CONSULTANT shall defend, indemnify, and hold CITY whole and
harmless against any and all claims for damages, costs, and expenses to
persons or property that may arise out of, or be occasioned by or from
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auy negligent ect, error or omission of CONSULTANT or any agent,
servant, ok employee of CONSULTANT in the execution or performance of
this Coo~ract,
12. RICllT OF REVIEW
CITY may review any and ail of the services performed by CONSULTANT
under this Contract.
1 3. The following shaI] be conditions of, and a part of, the
consideration of tbis Contract, to-wit:
CONI~ICT OF INTEREST OF CITY EMPLOYEES
No officer or employee of the City shall have any financial
interest, direct or indirect, in any contract with the City or be
flnancia]ly interested, directly or indirectly, in the sale to the City
of any ].amd, materials, supplies or services, except on behalf of the
City as an officer or employee. Any violation of this section shall
constitute malfeasance in office, and any officer or employee guilty
thereof may be subject to removal from his office or position. Any
violation of this section, with knowledge, express or implied, of the
person or corporation contracting with the City shall render the
contract involved voidable by the City Manager and the City Council.
CON~q~ICT OF INTEREST OF CONSULTANT
Consultant shall not accept other employment or engage in outside
actJvit'ies incompatible with tike proper discharge of his duties and
re.';poosibilities with the City, or which might impair his independent
judgment in the performance of his duty to the City nor personally
prow[de services for compensation, directly or indirectly, to a person
or organizat Ion who Is requesting an approval, investigation or
determination from tlke City.
1 4. NONDISCRIMINATION
As a cond'i tion of this Contract, CONSULTANT covenants that
CONSULTANT will take al.] necessary actions to insure that, in connection
with any work under this Contract, CONSULTANT, his associates and
subcontractors, will not discriminate in the treatment or employment of
any individual or groups of individuals on the grounds of race, color,
religion, national origin, age, sex, or physical handicap unrelated to
Job performance, either directly, indirectly or through contractual or
other arrangements. In this regard, CONSULTANT shall keep, retain and
safeguard all records relating to the Contract or work perform~d
hereunder for a minimum period of three (3) years from final Contract
compIetion, with full access allowed to authorized representatives of
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aed other provisions of the Contract.
I 5. CONTRACT PERSONAL
This Contract provides for personal or professional services, and
the CONSULTANT shall not assign the Contract, in whole or in part,
witlmut the prior written consent of CITY,
16. TERMINATION
CITY may terminate this Contract upon Thirty (30) days
written uotice to CONSULTANT wSth the understanding that all services
bt.i~g performed under this Contract shall cease upon the date specified
in such notice. CONSULTANT shall, invoice CITY for all services
completed and shall be compensated in accordance with the terms of this
Contract for all services performed by CONSULTANT prior to the date
specJl:led in such notice.
17. NOTICES
Al.]. notices, communications, and reports required or permitted
under this Contract shall he persoeally delivered or mailed to the
respective parties hy depositing same in the United States mail, postage
prepaid, at the fol]ow~ug addresses. Mailed notices shall be deemed
communicated as of five (5) days after mailing.
If intended for CITY, to:
Steve Goram
Director of Public Works
city of Coppell
P.O. Box 478
Coppell, TX 75019
If intended for CONSULTANT, to:
Tary Arterburn
Principal
MESA Design Group, Inc.
2612 Thomas Avenue
Dallas~ Texas
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! g. INDEPENDENT CONTRACTOR
In performing services under this Contract, CONSULTANT is
performing services of the type performed prior to this Contract, and
CITY and CONSULTANT by the execution of this Contract do not change the
independent statns of CONSULTANT. No term or provision of this Contract
shall be construed as making CONSULTANT the agent, servant~ or employee
of CITY.
19. VENUE
The oh] Igat~on of the parties to th'is Contract are performable in
l)a]]as County, Texas, and if legal action l.s necessary to enforce same,
exclusive venue shall lie in Dallas County, Texas.
20. APPLICABLE LAWS
This Contract is made subject to the provisions of the Charter and
ordinances of CI2~, as amended, and all applicable State and federal
laws.
21. GOVERNING LAW
This Contract shall be governed by and construed in accordance with
the ].aws and court decisions of the State of Texas.
22, LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this
Contract shall for any reason be held to be invalid, illegal, or
unenforceable In any respect, such invalidity, illegality, or
nnenforceability shall not affect any other provision thereof and this
Contract shall be considered as if such invalid, illegal, or unenforce-
able provision had never been contained in this Contract.
23. COUNTERPARTS
This Contract may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same
instrument.
24. CAPTIONS
The captions to the various clauses of this Contract are for
informational purposes only and sha].l not alter the substance of the
terms and conditions of this Contract.
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,~JU(~CE.q.qf)Rfi AND ASSI'(INS
Th:rs Contract shall be binding upon and inure to the benefit of the
hereto and their respective he,rs, executors, admtnistrgtors,
snccensors and, except as otherwise provided in this Contract, their
26. ENTIRE AGREEMENT
This Contract embodies the complete agreement of the parties
hereto, superseding ali oral or written previous and contemporary
agreements between the parties and relating to matters in the Contract,
and except as otherwise provided herein cannot be modified without
written agreement oF the parties to be attache to and made a part of
this Contract.
EXECUTED th:is the ay of ~4 , 19
by CITY,
~, gn rig. bv and through its M.~vor, duly authorized to execute
Counc±l. on
APPROVED AS TO FORM: CITY OF COPPELL
LAWRENCE W. JACKSON LOU DUGGAN
CiTY ATTORNEY MAYOR
CONSULTANT:
MESA Design Group, Inc.
William T. Arterburn
TYPE NAME
Vice-President
TYPE TITLE
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CONSULT CONTRACT